UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 23, 2008 (May 20, 2008)
Commission File No. 0-9989
SUNOPTA INC.
| Canada | 0-9989 | Not Applicable | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2838 Bovaird Drive West
Brampton, Ontario, L7A 0H2,
Canada
(Address of Principal Executive
Offices)
(905) 455-1990
(Registrant's telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) £ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) £ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing. On May 20, 2008, SunOpta Inc. (the
“Company”) received a written Staff Determination notice from The Nasdaq Stock
Market (“Nasdaq”) stating that the Company is not in compliance with Nasdaq’s
Marketplace Rule 4310(c)(14) because it did not timely file its Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2008. As previously
announced, the Company is delaying the filing of its Form 10-Q until it has
completed the restatement of 2007 quarterly financial statements, the Audit
Committee has completed its investigation and the Company has filed its Annual
Report on Form 10-K for the fiscal year ended December 31, 2007. Nasdaq
Marketplace Rule 4310(c)(14) requires the Company to make on a timely basis all
filings with the Securities and Exchange Commission, as required by the
Securities Exchange Act of 1934, as amended. The Company issued a press
release on May 23, 2008, disclosing its receipt of this notice from Nasdaq.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein. The Company received a similar letter
from Nasdaq in April 2008 relating to the filing of its Form 10-K for the fiscal
year ended December 31, 2007. In response to the April 2008 letter, the
Company requested and was granted a hearing before the Nasdaq Listing
Qualification Panel (the “Panel”) which took place on May 8, 2008. At the
hearing, the Panel requested that the Company provide a further update in thirty
days. Nasdaq has requested and the Company intends to present its views
with respect to this additional notice to the Panel in writing no later than May
27, 2008, detailing that the reasons for the delay in the filing of its Form
10-Q are directly related to the delay in the filing of its Form 10-K. As
previously disclosed, the listing of the Company common stock continues to
remain at the discretion of the Panel. ITEM 9.01 - FINANCIAL
STATEMENTS AND EXHIBITS
(d) Exhibits -2-
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized. SUNOPTA
INC. By /s/ Steven R.
Bromley By /s/ John
Dietrich Steven R. Bromley, John Dietrich, President and Chief
Executive Officer Vice President and
Chief Financial Officer Date May 23, 2008 Date May 23, 2008 -3-
Exhibit
No.
Description
99.1
Press release of SunOpta
dated May 23, 2008
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press release of SunOpta dated May 23, 2008 |
-4-